Royal Botanical Gardens Board Governance Review Presented to the - PowerPoint PPT Presentation

Royal Botanical Gardens Board Governance Review Presented to the Halton Region by: Ruth Lee, Chair, RBG Board of Directors Mark Runciman, Chief Executive Officer January 10, 2018 Page 1 Page/1

AGENDA 1. Rationale for Change Purpose of 2. Overview of RBG’s Current Governance Today’s Structure Presentation 3. Proposed Changes to Board Size & Selection Process 4. How Accountability will be Delivered Back to Stakeholders 5. Timelines & Next Steps Page 1 Page/2

Royal Botanical Gardens - 101 • Canada’s largest botanical garden on the basis of the size of lands: 1,100 hectares or 2,700 acres • Dedicated to connecting people and nature • Using expertise in horticulture, conservation, science & education, and unique gardens, facilities and natural lands, to inspire and nurture peoples’ commitment to the environment. • A self-governing charity that owns its own lands and buildings Page 1 Page/3

RBG by the Numbers • 500,000 visitors/yr to gardens and trails • 16,860 members • 250 acres of cultivated gardens over four areas • 42 living plant collections, including 202,362 specimens in 12,789 taxa • 1,499 individual lilacs spanning 35 species and 542 cultivars • 2,450 acres of natural lands • 31 trails over 27 kilometres • 1,160 wild plant species, over 50 species- at-risk, more than 200 bird species • 60,000 plant specimens in herbarium Page 1 Page/4

RBG by the Numbers In 2016: Board of Directors 19 Staff - Winter 132 Staff - Summer 233 Volunteers 1019 (as of Q3 2017) Total Revenue $15,744,731 Self-Generated Revenue $7,929,128 OMTCS Operating Grant $4,036,000 Other Government Grants $2,368,303 Total Expenses $15,706,615 Net Position $38,116 Net Assets at Year End $8,124,509 Page 1 Page/5

• Despite recent success, there is a need for the organization to continue to evolve. • RBG’s 2014 Strategic Review included a Need for RBG to number of strategic goals from improving Continue to guest experience and financial Evolve sustainability to environmental leadership and governance. • Seeking feedback from our key partners related to proposed changes to RBG’s Governance. Page 1 Page/6

In 2016, the Board completed a review of key components of its governance and Board effectiveness, and formally agreed to a Governance general path forward. Review This included a number of actions related to the Board of Directors including: • Re-defining the structure and composition of the Board of Directors. • Transitioning from a Management Board to a Governance Board. • Establishing a succession plan in place for critical management and Board positions. Page 1 Page/7

The Legislation governing RBG is a Current stakeholder focused Board, meaning it Governance prescribes a certain allotment of Structure representatives from each key stakeholder. Maximum Possible Board Compliment Allowance Current (Current Allowance) # City of Hamilton 6 3 (formerly The Regional Municipality of Hamilton Wentworth) Regional Municipality of Halton 3 5 Lieutenant Governor in Council 2 2 Governor in Council 2 2 President of McMaster University 1 1 President of RBG Auxiliary 1 1 RBG Appointees 9 5 TOTAL 24 19 Page 1 Page/8

Rationale for change • The RBG’s governance structure has been Legislation functioning; however a series of reports governing the have raised concerns related to: RBG is permissive in  Board size (i.e. participation levels and that each of the decision-making); and stakeholder  Ensuring Board core competencies groups can, but • Not in keeping with governance best are not required practices. to fill all the Board’s vacancies RBG Board of Directors unanimously agree this is an issue that needs to be addressed . Page 1 Page/9

• Diversity of candidates and participation of the various partners is a strength of the organization. Proposed • Not proposing changes to participation of key Changes to partners, instead seeking through next cycle Board Size with partner cooperation to reduce the Board complement and provide some flexibility: Proposed Board Complement (Maximum – Current) . • Partner organizations City of Hamilton 2 (6-3) would not be Regional Municipality of Halton 2 (3-5) restricted on their Lieutenant Governor in Council 2 (2-2) allotment, instead it Governor in Council 2 (2-2) would be an informal President of McMaster 1 (1-1) agreement RBG Auxiliary / Volunteerism Leader 1 RBG Appointees 1* (9-5) TOTAL 10-12 (24-19) Page 1 Page/10

• Goal not to replicate the technical skills of staff, but instead provide the organization with complementary experience to ensure Proposed good management governance. Changes to the • The following priority skills or core Board Selection competencies have been proposed as Process necessities for the Board:  Community Engagement / Public Relations  Financial Acumen  Fundraising and Development  Human Resources and Performance Evaluation  Not for Profit / Governmental Agency Governance  Government Relations / Public Administration  Organization Effectiveness  Risk Management  Strategic Thinking Page 1 . Page/11

• Further, commitment to a Board composed Proposed of people with the relevant blend of differing Changes to the skills, experience, backgrounds, age, Board Selection gender and perspectives that reflect the Process diversity of the people we serve. . Page 1 Page/12

• RBG with its partners would establish an ongoing Director databank of potential candidates who meet the core competencies agreed upon. Proposed Board • When vacancies appear on the Board, RBG of Directors would establish a process with its partners to vet candidates and make recommendations Referral Process based on current Board needs. • Led by RBG’s Governance Committee which would be continually assessing the needs of the Board and vetting potential candidates. • Partner organization would retain final decision on appointment(s). . Page 1 Page/13

• Ensure we continue to have strong connections with our partner organizations. • Propose a liaison group between the partner organization and RBG (including the CEO, key staff member, the Board Chair, the Chair Proposed of the Governance Committee and others as Changes to necessary) to meet at least on an annual Communication basis. • The liaison committee would ensure timely updates on issues related to:  RBG’s financial condition and highlights;  Benefits stakeholders realize from their investment in the RBG;  Governance and strategy highlights  Challenges being addressed; and  Future priorities.. Page 1 Page/14

• RBG with its partners would establish an ongoing Director databank of potential candidates who meet the core competencies agreed upon. Proposed • When vacancies appear on the Board, the Changes to RBG would establish a process with its partners to vet candidates and make Communication recommendations based on current Board needs. • Led by the RBG Governance Committee which would be continually assessing the needs of the Board and vetting potential candidates. . Page 1 Page/15

Past Practice • Reliance on Structure Accountability • Representation on RBG Board To Key • Inconsistent Board member Stakeholders engagement • Inconsistent Stakeholder Reporting • Inability to Build optimal team of Directors Page 1 Page/16

Going Forward • Reliance on process vs. structure • More rigorous Board recruitment Accountability • Focus on needed skills, experience To Key • More meaningful stakeholder reporting Stakeholders • Consistent • Comprehensive • Relevant • Timely Page 1 Page/17

• Need feedback from partners on potential concerns and recommended amendments. Next Steps • Changes will not be moved forward without agreement. • Current goal is to take the appropriate steps to obtain Board structural changes by April / May 2018 to be in advance of the next major round of Board appointments. Page 1 Page/18

Thank you for your consideration Page 1 Page/19